[Last updated: 1 January 2024, unless otherwise noted]

Primary listing

For primary listings, the general requirements for initial public offerings apply. The following documentation is required to be provided:

• Duly accomplished listing application.
• SEC certified true copies of corporate documents.
• SEC certified true copy of the applicant company's latest Amended Articles of Incorporation incorporating the lock-up requirement imposed under the PSE's Rules.
• Sworn Corporate Secretary’s Certificate of Increase in Authorized Capital Stock, if applicable.
• Notarized Treasurer's Affidavit showing the full payment of the issued and outstanding shares.
• Sworn Corporate Secretary's Certificate stating that:
  • All necessary and applicable taxes relevant to the issuance of the issued and outstanding shares (pre-initial public offering) have been paid.
  • All necessary conditions and corporate approval for the proper and valid issuance of the issued and outstanding shares (pre-initial public offering) have been obtained.
  • All necessary actions have been taken by the applicant company to ensure the compliance with existing laws and regulations.
  • No other actions are required in order to effect the validity and effectivity of the issuance of the applicant company's issued and outstanding shares (pre-initial public offering).
• Certified Copy of the Registration Statement filed with and duly received by the SEC.
• Affidavit of the newspaper publisher on the fact of publication which may be required under applicable law.
• Offer Terms Sheet signed by the authorized signatory of the applicant company.
• Detailed Timetable of Activities for the applicant company's initial public offering.
• An external legal counsel's opinion stating that all applicable permits and licenses of the applicant company and its subsidiaries (if applicable) are valid and subsisting.
• Background on its top 20 shareholders.
• Offering Prospectus prepared in compliance with the requirements of the Securities Regulation Code (SRC).
• Detailed work program of the application of the proceeds, the corresponding timetable of disbursements and status of each project included in the work program.
• Basis and/or computation of the offer price range as required under the SRC.
• Copies of all material contracts entered into by the applicant company for the past two years immediately preceding the filing of the listing application with a tabular summary therein indicating the date, type of contract, parties involved and particulars of the contract.
• Certified true copy of the mandate letter of the Underwriter.
• Detailed information on the applicant company’s Investor Relations Program.
• Copy of the applicant company’s Manual on Corporate Governance.
• Public Ownership Report (POR) form duly accomplished by an authorized officer of the Applicant Company.
• Copy of the draft Lock-up/Escrow Agreement covering the applicant company’s shares subject of the lock-up requirement.
• Copy of the draft Domestic and International (if applicable) Underwriting Agreements.
• Copy of the draft Implementing Guidelines for the Reservation and Allocation of the applicant company’s Offer Shares for Trading Participants and its Procedures.
• Copy of the draft Application Procedures for Local Small Investors under the Small Investors Program of the SEC and the PSE.
• Copy of the draft Application to Purchase or Subscription Agreement for the Offer Shares of the applicant company.
• Fairness Opinion issued by an independent firm supported by a Valuation Report.
• Financial Statements and other sworn certifications from the company's officers related to internal company matters, as required by the PSE.

Secondary listing

Applicant companies which are already listed or intend to be listed in another stock exchange must comply with the following requirements:

• Applicant company's securities must be or will be listed on a stock exchange which is a member of the World Federation of Stock Exchanges or the Asian and Oceanic Stock Exchanges Federation, or such other exchanges as approved by the PSE.
• If the Applicant Company will simultaneously list in another exchange, the Applicant company must provide a certification from the foreign stock exchange of its duly received application for a proposed listing, acceptance or provisional acceptance for listing on such exchange(s) as well as the date(s) of such listing or proposed listing.
• If the applicant company is already listed in one or more other stock exchanges, submission of a certificate of compliance with the requirements of such exchange as well as with the requirements of the competent authorities or regulatory bodies which regulate the applicant company and its securities.

Arrangements may be made between the applicant company and the PSE with regard to the listing and disclosure requirements of the foreign exchange. The applicant company shall also make other arrangements for simultaneous disclosure and filing by facsimile or electronic means of any information or material required to be filed or disclosed to the foreign exchanges.

Prospectus contents

A Prospectus, also known as an "Offering Memorandum" is required to be submitted by an Issuer as part of the registration statement filed with the SEC. Generally, a prospectus contains information on the following items:

• Description of securities to be registered.
• Risk factors.
• Use of proceeds.
• Determination of offering price and/or the Net Asset Value per Share.
• Dilution
• Interests of named experts and independent counsel.
• Information with respect to the applicant's business, property, legal proceedings, plan of operation, among others.
• Information related to the directors, executive officers, promoters, index provider and control persons.
• Financial information.
• Expenses of issuance and distribution

Financial statements

To prove that the applicant meets the required track record of profitable operations, the applicant must submit audited consolidated financial statements for the last three full fiscal years preceding the filing of the application. This must be accompanied by an unqualified external auditor's opinion. Further, the interim financial statements as of the fiscal quarter immediately preceding the filing of the listing application should be submitted.

The PSE likewise requires that the corporate website contains at the minimum a financial report with annual and quarterly reports for the past two years.

Potential indicative process and timeline for listing a foreign or domestic company on the Philippine Stock Exchange

Link to Table

The general steps in an initial public offering in the Philippines are summarized as follows:

I. Preparatory Stage

1. Appointment of key parties.
2. Conduct of due diligence review.
3. Undertaking of corporate and/or capital restructuring activities.
4. Valuation of the company’s shares.
5. Preparation of audited financial statements.
6. Preparation of the prospectus.
7. Preparation of applications with the SEC and the PSE.
8. Preparation of requisite agreements.

II. Filing Stage

1. Filing of the Registration Statement and supporting documents with the SEC.
2. Filing of the Listing Application and supporting documents with the PSE.
3. Payment of filing fees.

III. Processing and Evaluation

1. Evaluation of the Registration Statement by the SEC.
2. Evaluation of the Listing Application by the PSE.
3. Issuance of and replies to comment letters.
4. Ocular inspection.
5. Company presentations.
6. Release of SEC Pre-effective Letter.
7. Approval of the PSE Board of Directors.

IV. Roadshow and Book-building Period

1. Securing anchor and cornerstone investors.
2. Presentation of the offering to potential investors.
3. Analyst briefings.
4. Finalization of the offer price.

V. Offering Period

1. Distribution of selling materials.
2. Subscription of trading participants.
3. Subscription of local small investors.

VI. Post-offering Period

1. Consolidation of sales reports.
2. Remittance of offer proceeds to the custodian bank.
3. Refund check payments of rejected applications.
4. Lodgment of shares with the Philippine Depository and Trust Corporation ("PDTC").
5. Payment of fees of key parties from the offer proceeds.

VII. Listing

1. Official listing ceremony.
2. Shares of issue begin trading publicly.